RWBY: Demon Souls
by kira444
Summary: When Headmistress Salem makes a deal with a dark goddess to bring back her dead family, she offers her school, the Beacon Academy for Girls, as payment for her loyalty. As a result, the goddess turns the school into her little playground of sex and sin, and every student and teacher is placed under her thrall, slowly corrupted by her dark power. No one is safe. (Explicit Content)
1. The Offer

Rwby: Demon Souls

Chapter 1-The Offer

The Beacon Academy for Girls was one of the top schools in the four kingdoms of Remnant. It was an all-girls school that was located on the outskirts of Vale, and was attended only by students who had obscenely rich parents or who obtained scholarships, and graduates always went on to become famous, successful doctors, lawyers, actors, scientists, and other professions. Beacon Academy boasted the highest success rate of graduating students in all of the country.

It was all run by Headmistress Salem, who took over the school after the tragic death of her husband Ozma. Carrying on her husband's legacy, Salem made sure Beacon was a place for all girls to feel accepted, welcoming humans and faunus and girls of both races equally. She was famous for her kindness, generosity, and willingness to go the extra mile to make sure that her students were comfortable and accepted.

Yes, Beacon lived up to its namesake as a shining beacon of hope for Vale's female youth. But under all the glamour and bright smiles, there was a dark secret that neither the students nor the public were aware of. A secret born from one woman's quest for power at the expense of everything she worked for.

XXXXXX

It was a dark and stormy night at the Beacon Academy for Girls. Rain fell in gallons and strong winds caused the trees to bend. Lightning flashed across the sky, followed seconds after by rumbling thunder that was deafening to the ears. This freak storm was uncommon for the mid-summer season, and it had been raging for several days. It came out of nowhere and caught everybody by surprise.

Much to the dismay of the students, the school faculty had ordered that no one was to go outside until the storm passed. The students' disappointment was assuaged only by the fact that classes were canceled, as they'd have to travel across campus to get to their classes and this storm was not something you'd want to be out in for even a few minutes.

It was late at night, and despite the raging storm outside, students and teachers were all asleep…or engaged in illicit activities. All save for one person.

Deep underneath the school, standing in the middle of a chamber known only to herself, was a woman. She was a beautiful woman, with fair, almost pale skin and long silver hair that went down her back to her waist. She was completely naked except for a thin black robe that was left open, exposing the cleavage of her large breasts, her toned stomach and her shaved pussy. Her most defining feature were her eyes, which were dark red and gleamed in the dim lighting of the chamber.

The woman stood inside a large circle she had made herself, and in the center of that circle was a symbol that looked similar to a slender eye. The air was thick with an invisible energy that simmered throughout the woman, guided by the will of the woman who spent months researching the proper requirements for this ritual.

The symbol was the personal sigil of a powerful being that she had been studying about for decades. The circle was a gateway that would open a door to the entity whom that sigil was connected to. A being forgotten by time and history and something the woman had spent almost a decade researching religiously.

After a few moments of silence, the woman raised her hands. "Come to me! I call out to the darkness through the Gate of Orcus! I call upon the Lady of Air and Darkness to heed my call! Grant me your presence!"

She continued chanting phrases in a dead language. The symbol inside the circle soon began to glow with great intensity, filling the chamber with an intense red light. Power began to flow through the circle, which began channeling it as a conduit to open the gateway. The woman felt the immense power building up as many of the candles were blown out, and the chamber began to shake, but she did not waver. Upon uttering the final phrases, the woman stood fearlessly in front of the glowing symbol and opened her arms in a welcoming gesture.

"I can feel you. Show yourself!" She commanded.

The eye continued to glow blow red, and then changed to a deep purple. From the symbol emerged a figure, clearly humanoid, but definitely not human. The woman's expression wavered only slightly as she beheld the powerful being that took shape before her. The being was tall and imposing, standing at over seven feet tall with no discernable features along its dark purple body. It was shaped like a woman, but its limbs were gaunt and two horns sprouted from the top of its skull. It had blood red eyes on a featureless face, which also sported features similar to a skull.

The woman got down on her knees and bowed her head low to the being.

"Oh Goddess of Darkness, I welcome you to the mortal realm." She said in reverence.

The being, the Goddess of Darkness, studied the woman for a moment before saying, "Rise, mortal."

The woman did as told and looked up at the taller being. The Goddess of Darkness, fabled twin sister of the God of Light, the twin gods that created Remnant and had a hand in humanity's creation. Worshipped by secret cults worldwide as the manifestation of the female essence that existed in all females. This goddess was one of two of the most powerful beings in the universe, and this mortal woman had summoned her without a care in the world.

"**Who calls upon me?"** Asked the goddess.

"Goddess, my name is Salem and I've called to you to answer my prayers." Salem said respectfully.

"**Your prayers? Very rarely does a mortal pray to me, aside from those moronic cults. Mankind has forgotten about my brother and I, so what makes you any different from the common rabble that populates the world?" **

"I called upon you to make a deal, mighty goddess." Salem's eyes glistened with unshed tears as she told her tale. "My husband and daughters…they were killed in a landslide during a storm just like the one happening right now. I've read in ancient tomes that the gods were capable of many miraculous things, including…resurrecting the dead."

"**Ah, so you called upon me to resurrect your dead family. But why not call upon my brother? Surely you've heard of my…depravities."**

"I considered it," Salem admitted, know very well of the decadent orgies and brothels dedicated to the Dark Goddess. "But I realized that your brother may not be so inclined to grant my request."

"**You're right on that account. My brother is a stickler for maintaining the natural order and whatnot. It has caused our fair share of fights in the past."** Said the goddess. **"But what do I get in return. Bringing mortals back from the grave is a serious breach of natural law that even I do not do on a whim. What can you offer me?"**

"My…my body. Grant my request and I offer my body and soul to you for eternity. I promise to serve you for all time, even after death." Salem vowed.

"**Eternal servitude,"** The Goddess hummed. Her crimson red eyes, which reminded Salem of blood, looked the woman up and down, taking in her mature features. **"It has been a while since someone has come to me with a request such as that in return for their loyalty. That is a big promise to make, and an even harder one to keep." **

"Please!" Salem got down on her knees and bowed low once again. "I'll do anything to get them back. Anything! Please, just give my babies back to me!"

The Goddess of Darkness looked down at the crying woman with an unreadable expression. **"Stop crying, girl. If you are sure of this, then I'll answer your prayers. However, I also demand something else from you in return."**

Salem looked up at the goddess. "W-What is it?"

"**My children, the Grimm, I'm sure you've read of them. They inhabit the darkest parts of this world, hunting and killing as they please. In recent centuries their numbers have begun to decline and I require a different, more subtle method to increase their numbers in a way that does not attract the attention of my brother." **

The goddess looked down upon Salem, who immediately knew what she wanted. There were stories of the creatures of Grimm sometimes kidnapping women and raping them relentlessly, using them to breed newer, more resilient spawn that would terrorize ancient man. And Salem ran a school that was home to a bunch of young, fertile girls and teachers out in the countryside, away from civilization.

"**In addition for your eternal servitude, I want total control over this school and its females. My children shall use them to breed and birth new Grimm to roam the darkest parts of this world. At the forefront shall be you, who will have my blessing and total command over my children. Accept these terms and I shall bring your loved ones back."** The goddess said. **"Also, I should mention that while I can bring your family back, in order to avoid notifying my brother, I can only bring back either your husband or your daughters. It's one or the other. Now then…do we have a deal?" **

Salem was reluctant to just throw her fellow teachers and students to these monsters like that. They were all smart and intelligent young woman with bright futures, and she worked hard with her husband to make Beacon a place of learning and making connections. It'd be an insult to their dream and his memory if she turned this school into some sinful brothel where these unsuspecting girls were turned into breeding tools and sex toys for the Grimm.

But she was tired of spending her nights alone, with only memories of her beloved Ozma and four little girls to keep her company. She was sick and tired of crying herself to sleep on her anniversary, of standing before her babies' graves on their birthdays. She wanted to see them again, and if that meant turning Beacon into a den of sin…then so be it.

"So long as the students and teachers aren't seriously harmed in any way." Salem said, taking a dep breath and looking up at the goddess. "I accept your offer. Please, just bring back my daughters."

"**Glorious! Then we have a deal, mortal."** The Goddess said happily, her dark eyes shining. "**Now all we have to do now is seal the deal…with your body!" **

The goddess's body glowed and black tendrils shot out from the sigil to wrap around Salem, shredding her robe and leaving her completely nude. The goddess then approached her and roughly fondled her breasts, evoking a deep moan from the woman. Salem surrendered her body to the goddess, knowing that she belonged to her now.

The tendrils grabbed her by the waist and lifted her up off the floor so she was face to face with the goddess. Then several tendrils slithered down her legs and forcefully pried them open while two more slithered around her back and started roughly fondling her breasts. Salem's head flew back and she moaned, the already feeling the first hints of an orgasm approaching her body just from the touch of those tendrils on her body. She then felt two of the largest tentacles, each easily three inches across, squirm up her legs until one paused at her pussy and another at her anus.

"**With this carnal act, you belong to me now and forever!"** Declared the goddess. **"Now accept your new life as my champion on Remnant and be reborn!" **

Salem could no longer control herself and with one thrust, the goddess forced the first tentacle deep into the woman, while at the same time shoving the second tentacle into her asshole. Salem screamed at both massive intrusions, and her body was jerked up and down on the two appendages, creating friction in both holes.

Several smaller tentacles wrapped around her large tits and were squeezing them roughly, teasing her nipples. Already deep in the throes of the goddess's depraved lusts, Salem bent down and began licking the heads of the tentacles, tasting the cool flesh before each one slipped into her mouth and down her throat. Salem allowed the goddess to take her body, for it was no longer hers anymore.

Salem wasn't sure if it was of her own volition or the goddess's, but she began to hump up and down on the tentacles which currently filled and stretched both her holes. It was already too much for her to handle, but the goddess had other ideas and pushed four more tentacles towards Salem's abdomen, two for each hole. They were slightly smaller than the first two, but as Salem felt them rub against the outside of her holes, she stopped humping.

"Wait, please, no more! I can't take that!" She began as the tentacles began squeezing into her already painfully stretched holes.

"**This is only the beginning of what you'll receive from me under my care. Your body must be reshaped from the inside out to receive my power, and you will take it all!" **

Salem screamed a piercing cry as all four new tentacles pushed their way into her, stretching her beyond anything she thought possible. She begged and screamed, but the goddess simply ignored her, laughing maniacally as she pushed all six tentacles further into the woman as the remainder continued their groping of the rest of her young body.

Salem tried to move, to push the tentacles away but she was just too firmly held in place. Any movement only made the extreme discomfort she felt in her crammed orifices worsen. However it didn't matter to the goddess as she began thrusting the tentacles in and out of the woman anyway, very slowly at first, but soon the pace quickened and the six tentacles were like pistons. One would enter each hole, then a second, and finally a third painfully filling her before they could be all pulled out and the process would start again.

With each thrust Salem would scream, but very slowly, as the minutes ticked past, the screams began to turn into moans and cries of pleasure. Her sexual desires were now so bizarrely twisted that she began to get used to the excessive fucking and was beginning to enjoy it. After about an hour of extreme tentacle fucking, Salem resumed her own humping, pushing herself back onto the tentacles, her mouth licking at the tendrils that were wrapped around her breasts.

"**Yes, give into the darkness. Let my power envelop you, seep into your very soul. You'll have all the power in the world, with the might and beauty to match it." **The goddess laughed. **"Yes, you'll have your children back, and in return, I'll take you and all your precious students in this school!" **

Salem screamed as her orgasm suddenly broke and flooded her senses, her cunt and asshole quivering around the tentacles. The goddess grinned and, without a moment's pause, pushed two more tentacles towards Salem, again one for each hole. As before, it was initially painful but Salem soon found herself enjoying the eight prehensile limbs inside her. It wasn't long before she orgasmed again, more powerfully than before, her slender body shaking deliriously in pleasure.

So the goddess again upped the intrusion with yet another tentacle in each hole and again Salem came after a few more thrusts. At this point Salem had no idea how long she had been subjected to this endless cycle, but soon she had ten in both lower holes, every single one of the demons tentacles buried inside her.

Salem was in a frenzy of constant pleasure. Looking down at her sweaty body, she could see her whole stomach was distended and writhing as tentacles moved about inside her. It was a horrifying sight, but one her warped and altered mind found deeply gratifying. The goddess herself was shocked that the woman was able to take so much in one go, and her transformation wasn't even complete yet!

This only made things more exciting to the goddess. What a mortal she stumbled upon! The goddess continued her fierce molestation and abuse of Salem's body, making her groan again and again with each hard thrust of the tentacles stretching her body beyond its limits, even shoving another tentacle into her mouth. This only lasted a few seconds, before the goddess's tentacles twitched violently before spewing out a deluge of thick, white cum.

Salem's eyes rolled back into her head, her womb and colon flooding with thick globs of jizz within seconds, unable to flow out due to the tightly packed tentacles blocking her holes. However, instead of her belly swelling from the massive amounts of liquid being pumped into her, Salem's body began absorbing the jizz into her very being. Demonic cum laced with divine energy seeped into every inch of her body, and began transforming her from the inside out. Her mind went blank and her eyes had nearly rolled back into her head. It was too much pleasure for her mortal mind to handle and she quickly went catatonic within seconds of the onslaught of cum.

"**This school and all those within it shall be our playground, Salem. Our power will seep into the very foundations of this school and every student and teacher will slowly descend into depravity just as you have. Their hearts will give way to sin as my children, the Grimm, use them to breed and grow. Not even mortal men can resist the change and they'll prey upon those fertile young ladies like wolves onto sheep. And you, Salem, will be at the forefront of this resurgence, and will have a front row seat to my ascension to power! Rejoice, for you're going to be a part of history, mortal." **

Salem was hardly coherent for the goddess's words, but that was for the best, for she most likely would've gone made from the extreme changes her body and mind were going through at the moment. It didn't matter to the goddess. She had her champion, and a perfect breeding ground for her demonic creations. This was going to be fun.

XXXXXX

Outside in the heavy storm, unbeknownst to the students and faculty of Beacon, a gigantic red symbol emerged from under the school and completely enveloped the school grounds, from the main buildings to the dorms and to the outer reaches of the territory. The symbol glowed intensely for several minutes before fading away, completely invisible to mortal eyes, but slowly radiating a corrupting energy that would soon change and warp the minds of everyone inside.

There would be no going back from this. In return for regaining the family she had lost, Salem had sold everything she worked for, from her school to the students within, to the darkness that would soon corrupt them. A new age had begun for Beacon Academy.

An age of darkness.

* * *

**This is the first story posted of the year! Demon Souls is basically my very own RWBY story separate from the Hentai World universe with a Bible Black feel ****to it. An entire school full of girls, and a dark goddess just waiting to exploit them all for her demonic children. Basically a lemon story with Grimm. To make ****things clear, the girls here will be having sexual relations with both human men and Grimm, and the Grimm will be a mix between the ones from the show ****and demonic creatures from folklore or other series. Its nothing special, really, but just some clarification. You can check this out on my Archive of My Own ****account, Saya444, as well as the official Hentai World website on Wordpress. Thanks for reading, please leave a review, and a Happy New Year to you all...oh ****and I'm watching you fap. (0_0)**


	2. Initiation

Chapter 2-Initiation

Beacon Academy for Girls was the dream school of every young woman who wanted to make it up in life. Many famous women had been forged and reforged into proper members of society in a variety of fields. Celebrities, scientists, models, you name it. The kind of people Ruby Rose never thought she'd find herself associated with until today as she sat in the airship taking her to Beacon.

Ruby never thought of herself as anything special, despite having an uncanny talent for mechanics and, specifically the design of mechanized weapons and vehicles. It was a skill she developed since she was a young girl and many praised her for her prodigal skill, but Ruby, being the introvert that she was, didn't think it was anything to be proud about, especially when compared to things like science and fashion design. However, Headmistress Salem thought otherwise.

Out of nowhere, Ruby had been contacted by Salem's assistant, Professor Glynda Goodwitch, who had informed her that Salem was offering her a scholarship at Beacon, having taken notice of and seeking to cultivate her uncanny mechanical skills. It was a once in a lifetime chance that Ruby accepted on the spot, much to the joy of her father and older sister, Yang. Thus, Ruby became the youngest student to enroll at Beacon to date.

"Oh, I can't believe it! My little sister made it into Beacon!" Yang Xiao Long, Ruby's older sister, hugged the shorter girl close, crushing the air out of her. "This is the best day ever!"

"Please stop." Ruby groaned, gasping for air when yang finally let her go. "Seriously, Yang, it was nothing special. Professor Goodwitch just made me an offer and I took it."

"What do you mean? It's not everyday someone your age gets an offer like that. When we get to Beacon, everyone's going to think you're the bee's knees!" Yang grinned.

"Hey, I don't want to be the 'bee's knees', okay? I don't want to be any kind of knees!" Ruby protested with a pout. "I just want to be a normal girl with normal knees."

"That ship sailed the moment you were accepted into Beacon." Yang said. "Look, just stop feeling so humble about this and enjoy what life has to offer. You're never going to get far with that attitude. Just enjoy the fact you got into Beacon and have some fun!"

This was a common line of conversation between the sisters. Ruby and Yang were as different as night and day, though they still loved each other all the same. Ruby was a petite young girl on the cusp of womanhood who often wore red and black dresses and preferred to just hang out in the background enjoying her hobbies. Yang was the bodacious blonde bombshell with an explosive personality with a penchant for wearing tight and revealing clothes that accentuated her curvaceous form.

Whereas Ruby sought to attend Beacon to become a professional mechanic, mainly a weapons designer, Yang aimed to be a pro martial artist, having trained day in and day out since she was a wee lass with a fiery temper. The sisters had big dreams for the future and Beacon was their ticket to making that dream come true.

The airship that took them from the airfield on the edge of Vale landed in front of the Main Avenue, where the transports were kept to escort the students to and from the academy. As soon as the airship landed, the new students exited the airships and assembled in the courtyard, where they made their way into the large building for orientation.

"Wow." Ruby breathed, not expecting the assembly hall to look this massive on the inside. There were hundreds of seats, which were being filled by first year students that were also setting foot into Beacon for the first time, and the size of the hall could rival that of a fancy theatre back in Vale. "It's so big."

"Come on, sis. You can gawk at the architecture when we get our seats." Yang pulled her little sister along and they just barely managed to find some seats together before they were all filled up. Once everyone was situated, that was when things got started.

The assembly hall was full of chattering students, but the girls all immediately went quiet when someone walked onto the stage. Even Ruby and Yang were completely shocked into silence when they set their eyes on the beautiful woman, who could only be Headmistress Salem.

Salem walked onto the stage in a regal manner befitting of a queen. She was a beautiful woman and many of the pictures and videos of her did not do her beauty justice. Pale, flawless skin, long silver-white hair that was tied back in an elegant style, and a business suit that hugged her exceptionally curvaceous form that surpassed even Yang's bountiful curves. Salem turned to face the new group of first years with a smile, her red eyes shining like rubies under the spotlight.

"Welcome ladies of Vale and beyond to Beacon Academy for Girls. I am your headmistress, Salem Wicca, although I'm sure everyone here is already aware of that." Salem said, earning a couple of chuckles from the girls. "Those of you who are sitting here today have earned your spots as first years at this prestigious academy. All of you have worked hard to make it to this point, some more than others, but getting into Beacon is only the first step. Now that you're all official students, it's time to prove that you belong here."

The girls listened intently as Salem's crimson eyes slowly roamed over the crowd. "Beacon's goal is to forge you girls into bright young women aiming to make it high in today's ever growing society, and every teacher in this school is here to make sure that your dream becomes a reality. But that is only possible if you put in your fair share of work to make it happen as well. These next four years will be long and hard, but if you keep your eyes on the goal, I'm sure you'll succeed with flying colors."

Salem clapped her hands together and smiled. "Just know that I am here to help you, as are the other teachers at Beacon. These next four years will be the best four years of your life, and very soon you'll _never _want to leave."

Ruby shivered at her shift in tone when saying that, and she inhaled sharply when she felt…something wash over her. The feeling lasted only a second or two, but it was enough to make her stiffen in her seat. Ruby gulped and looked around to see if anyone felt the same thing she did, or had experienced it in the same manner, but all the girls were completely glued to the headmistress as she gave her speech on the stage.

'Maybe it was nothing.' Ruby thought.

"Now that we have the pleasantries out of the way," Salem said, and to many girls in the front row, her eyes seemed to glow brighter. "There are a few ground rules that we need to go over before assigning you to your rooms."

Ruby and Yang, who also noted the brighter glow of Salem's eyes even from their seats, felt their minds go blank as they listened to Salem go over the school rules. For them, it would be as quick as taking a little catnap. But it was more than enough for Salem to work her magic on the unsuspecting girls.

XXXXXX

Ruby's first few weeks at Beacon were trial and error, getting used to living away from home with people she never met. The students were given dorm rooms in pairs, and while Yang was living with a quiet cat faunus named Blake, Ruby was stuck with a prissy rich girl from Atlas named Weiss Schnee (of Schnee family fame, though Ruby hardly heard of her) and those first two weeks were hell in itself.

But once she got into the flow of things, Ruby found her time at Beacon steadily getting better. She and Yang became good friends with Blake and Weiss after a couple of growing pains, barely seen anywhere at Beacon without each other (and getting into a whole slew of shenanigans that you wouldn't believe), on top of two more friends in the form of aspiring supermodel Pyrrha Nikos and her hyperactive roommate Nora Valkyrie.

School itself wasn't too hard, though she had to work extra hard considering she skipped a grade, but thanks to her friends she managed just fine after a few weeks. The teachers were nice and helpful as well, not at all the unholy terrors that she had nightmares about on her first night at Beacon—aside from Professor Goodwitch, she was scary enough for the whole school faculty.

However, there were a few teachers that were a bit too friendly with their students. Ruby learned this first hand when she caught the attention of one of her teachers, Professor Talbot, a dog faunus who was the chemistry teacher at Beacon. Not the most riveting subject for Ruby and certain not her best either, and it showed in her struggle to absorb the information given to her. So Talbot offered her a few afterschool study sessions to help her out.

At first it was just a few glances and quick touches, but then Ruby was subjected to lingering pats along her shoulders and back. She would shiver from the feeling of his hands sliding up and down her back in a manner that was definitely more than friendly and supportive, and the way he looked at her made her slightly uncomfortable. His growing attentions to her reached its boiling point one Friday afternoon while they were alone in the classroom.

"You've improved drastically since starting my class, Ruby." Talbot praised after finishing another session with her. "And I see you're being more attentive in class now too."

"Oh, it's nothing, Professor." Ruby said bashfully. "I just understand the work better, that's all."

"You underestimate yourself too much, Ruby. There's nothing wrong with being humble, but you should enjoy the praise when you've earned it." Talbot said. "I would even say you can be one of my best students in the class."

As he said this, Talbot had laid a hand on Ruby's leg, right on her bare thigh. The contact of his skin on hers made Ruby shiver slightly, but she hid her discomfort through a false smile and shaky laugh. Yet despite this, she made no move to stop him, which only inviting more petting along her thigh.

"Has anyone ever told you that you have lovely eyes?" Talbot asked.

"N-No, no one has." Ruby answered, blushing as she felt his hand slide further up her thigh, reaching the helm of her red plaited school skirt. "Um, P-Professor Talbot…"

She turned to speak to him, but as soon as she turned her head, Talbot leaned forward and his sloppy lips touched Ruby's.

Ruby tensed up, not knowing what to do at that moment, and this allowed Talbot to grip her arms and pull her closer, his slobbering lips dominating Ruby's. His tongue invaded her mouth and swirled about, forcing her to taste his flavor. Ruby, unable to move away, and unable to really find the will to do so, squirmed meekly under his intense strength as he forcibly entwined his tongue with hers, twisting it about as he slipped one of his hands up her skirt, peeling away her panties and began stimulating her moistening folds. This sent waves of pleasure rippling up from her nether regions, weakening her resolve as she felt feelings that were completely foreign to her.

'W-What's going on?' Ruby thought, her body reacting without her total control to the onslaught of pleasure she was experiencing. 'This isn't right, he's my teacher! I…I have to get him to stop…'

But Ruby only found herself kissing him back, her legs spreading apart slowly as the older man toyed with her virgin pussy. Then without warning, her partner stopped kissing Ruby, their entwining tongues leaving a string of mixed saliva hanging between them. Before Ruby could get her bearings, Talbot's head shot down, his lips moving down to suck at Ruby's neck. The girl gasped at the sensation, instinctively tilting her head to give him more room to suckle. Talbot sucked hard at the smooth skin of her throat before releasing her flesh, leaving behind a red mark where his lips had been.

"You girls are all so beautiful," Talbot panted, his chubby face sweaty and flushed, looking equally as aroused as Ruby felt. "Beacon accepts beauties like you every year and it's just too much for men like me."

Ruby blushed at being called a beauty before squeaking from the sudden movement of finding herself sitting on his desk in front of him. Talbot was now sitting between Ruby's legs, her dark red panties hanging on one ankle and her wet pussy open to his hungry gaze. She tried to close her legs, but Talbot quickly held them apart as he lowered his mouth to her wanting flower.

"W-What…what are you doing?" Ruby asked, panting.

"I'm just seeking release. It's hard to focus when surrounded by so many pretty girls. I promise you'll enjoy it too."

Ruby found herself unable to really refuse his advances as she spread her legs further apart, and let the man have his way with her. His face disappeared inside her skirt and she felt a wet, sloppy appendage slither up and slurp in and about her vagina. She gasped and heat and pleasure began to build up in her nether regions, the pleasure overtaking her sensible thoughts of refusing him. Ruby began to moan as she shifted in his grip, her shirt suddenly feeling too tight for her and her nipples poking against her bra.

As a weird and amazing feeling began to build up in her belly, her entire body felt like it was melting under his large, dog-like tongue. She spread her legs wider and even ran a hand through his short hair to get him to lick her harder. It felt as if her skin was becoming more sensitive as she began to lose herself further to that wonderful feeling building up inside her. Then, like a dam failing under a hurricane, it gave way, her pleasure finally releasing with a muscle contraction as Talbot brought Ruby to a thunderous orgasm that reverberated throughout her entire body. Talbot lapped up the flood of sweet juices that spurted from her convulsing pussy like a thirsty dog, pressing his face deeper into her loins. Ruby shuddered and shook on the desk, her eyes rolling back from her very first cunnilingus.

Once he had his fill of her pussy, Talbot pulled himself away from her dripping twat, his face glistening with her juices, and stood up, already pushing his pants and underwear down. Ruby stiffened when her teacher finally liberated his cock, the thick, fleshy member wagging in the air as it was freed from its cloth prison. Ruby was no prude, she knew that Yang got with lots of boys and men that caught her fancy, so she obviously knew what a penis was, but she had never seen one in person before. She was surprised by the size of it, with it being eight inches in length if not slightly bigger, and distinctly remembered Yang mentioning that male faunus cocks were a bit larger than a human male's.

Looking hungrier for pussy than ever before, Talbot moved forwards, shoving his body between her legs and began to rub his large cock over her dripping love canal. The man had done his job well, breaking down Ruby's already week inhibition all the while lubricating the young girl so that she could take him fully. He then slowly began to prod the head of his penis against her entrance as she gasped from the overstimulation of her bundle of nerves. She gripped his shoulders tightly and braced herself as he slowly began to push his aged cock into her young body.

"Ah!" Ruby screamed in pleasure as she felt herself being filled and stretched out, pure bliss blitzing rational thought from her brain, replacing it with the need for more of this wonderful feeling.

The thick cock filled the young student to the brim as Talbot moaned, thrusting deeper into Ruby. "Fuck, you're tight!" He then slowly pulled his cock from her entrance, her muscles tightening around his shaft as her body embraced the foreign invader. Then in an instant, he thrust back into her, building up another orgasm in her belly as her mind lost itself in the movement. With every thrust more fullness of heat was added to her belly as the old teacher dominated her, all the while he shifted his hips, angling his cock as if he was looking for something specific inside her.

Then her world exploded as he thrust into that very special place inside her. Ruby came instantly as she lost total control over her body. Her arms became weaker, her body began to shake, her eyes glazed over and her whole body went limp. Talbot grinned, taking pleasure in running this freshly fucked girl through the wringer so that she could take his cock easier.

He thrust into her with greater strength and speed, the tip of his cock always mashing into her g-spot as he huffed and puffed. "Ruby…I'm gonna cum deep inside you. This is what it feels like to be a woman!" He panted against her ear as he began to pound against her cervix, eager to fill her womb with his seen. He pushed her back so that she was fully lying over his desk, pinning her against his fat body as he continued to pound away into her.

'This is crazy. I'm having sex with my teacher!' Ruby thought. She wrapped her arms around the man, dug in with her nails and wrapped her legs around his waist as he rutted into her with wild abandon. 'We could get in trouble for this if anyone found out!'

The keyword being 'if.'

Talbot felt his second climax approaching swifter than he would have liked, but it didn't matter. His movements became a little more erratic and quite a bit faster as he felt that heat build up in his abdomen and rush through his lower body, with his swollen ballsack tightening and aching with need. It slapped heavily against Ruby's drooling cunt lips as she bore down powerfully, making the tender petals quiver with each solid impact. His eyes closed and his jaw went tight from how hard he was clenching it, his hips driving downward as his body undulated. His muscules popped out as he drove himself in with force, strain evident in how he breathed and moved so raggedly. He was tense as his climax approached, but it didn't last long. His strain transitioned into delight as he felt his balls tighten up and his cock swell, stretching out Ruby's cunt further as he slipped inside deeper and deeper.

Talbot shoved himself inside as fat as he could go, and his balls spasmed. His cock throbbed as it sent ropes of semen into the unprotected cunt surrounding it, bathing her pink walls in thick layers of white in an instant. It was like an explosion of cum, really, and each violent throb and pulse of his dick was accompanied by another volcanic explosion that sent more of the thick, white fluid into Ruby's pussy. Walls were stretched impossibly wide under the deluge of liquid, and her womb was entirely filled to the point that there was no single inch not awash with white—it was filled to the brim, an ocean of virile baby batter that filled Ruby until there was no inch of her womb untouched.

The rest of her cunt soon followed, with every inch packed with dense cum that sent it ballooning outward. While Talbot couldn't see the effect he was having, he could feel her cunt get looser around him and feel his dick get bathed in a flood of his own rich semen. His cum was inflating a girl out, and as he poured another hearty load right into Ruby's cunt, he felt her belly swelling as if she were pregnant. Grinning, he pressed his hips into hers as he pumped rope after rope of cum inside her as if he was a machine meant for insemination.

He grunted as he rolled his hips and let out more semen, inflating Ruby further and forcing sloppy rivers of it to flow from her cunt. Ruby groaned and mewled beneath her, writhing on the desk, her mind having trouble coping with the pleasure assaulting her body. Thankfully, before she could go mad from the seemingly endless assault of pleasure, Talbot's flow of cum finally tapered off, even as he rolled his hips. Then at long last, he finally stopped.

His cock still lodged within her, Talbot leaned back and peppered Ruby's sweaty neck with rough kisses, marking her fair skin as she panted beneath him, unable to move or do anything more than lie there and accept his lustful advances. And process the fact that she was now made a woman by her chemistry teacher.

XXXXXX

"How are you liking Beacon, Ruby?"

After her first month at Beacon, Headmistress Salem had called Ruby to her office to check up on her progress. The woman clearly knew that this was all new territory to the young Rose and made sure that she felt comfortable while attending classes.

The headmistress's office was large and roomy, with sunlight flooding in from the large window and lightening up the place beautifully. Sitting in front of her desk, Ruby took a second to really marvel at Salem's beauty. The woman wore her usual professional attire but still managed to look absolutely stunning in it. The way the sun shined off her platinum blonde hair made her glow like an angel and her kind expression was so motherly it reminded Ruby of her own mother.

"I'm doing fine, Headmistress. Beacon's a really great school and I've made lots of friends already." Ruby said with a big smile. "The school work took some getting used to, but I'm getting the hang of that too!"

"Wonderful! I was afraid I was pushing you too hard when I accepted you during summer break, but now I see that my intuition was right." Salem smiled. "I heard that you are also studying very hard with some of your teachers. While I appreciate your work ethic, please don't overdo it. Rest and relaxation are also crucial for a healthy school life."

Ruby nodded, trying to fight down the blush that was forming. While she did study a lot, the activities she was doing with Professor Talbot weren't as noble as the headmistress believed. Since that memorable afternoon, Talbot used whatever opportunity he had to have sex with his silver-eyed student and Ruby did not refuse his advances at all. Her cheeks reddened whenever she thought of all the times he fucked her in class, in his apartment, even during lunch in less populated areas of the school. Ruby had discovered the joys of sex and she was obsessed with what she could do now.

Salem gave her a smile, as if knowing something Ruby didn't, and leaned forward. "But your progress in school is not why I called you here, Ruby. There's something I want you to take part in tonight. A little extra credit assignment that I plan on issuing to the rest of the school when ready."

"Really? What is it?" Ruby asked curiously.

"You will get the full details tonight. Just come to the church behind the school and I'll explain everything." Salem instructed her.

Ruby was more than a little confused, but she was excited about being involved in something new. "Okay, I'll be there!"

"That's wonderful, Ruby." Salem said, still wearing that motherly smile.

The corruption of the girls was going smoothly.

XXXXXX

Night came, and after telling Weiss where she was going to be, Ruby changed clothes and made her way over to the church of the Twin Gods. Ruby had never really been here before, as she wasn't that much of a religious person, but she wished she had now that she looked at the building.

The church could almost pass for a cathedral if it were larger, but even now it was pretty big with the way it was. It looked beautiful in the daytime, but with the sun down and no one occupying it, Ruby thought it looked a bit creepy. The large statues of the Twin Gods didn't make it feel any inviting in the near pitch black darkness of its interior.

Ruby pushed open the doors and slid inside, idly noting the stained glass windows before calling out for the headmistress. "Um, Headmistress Salem? It's me, Ruby. A-Are you in here?"

"I'm right here, Ruby."

"Gah!" Ruby jumped in fright and spun around. Salem was standing right behind her, yet Ruby had never heard her even move. The woman was clad in a long, black robe that hugged her slender, voluptuous form in a way that made Ruby blush and look away. "H-Headmistress…"

"I'm glad you could make it, Ruby. It's good to see that you're dressed to the occasion." Salem said, giving Ruby's outfit a once over. The girl wore a white and red blouse and black ruffled skirt with thigh-high stockings and black combat boots. Funny enough, it was the perfect outfit for what Salem had planned for her. "I'm sorry it has to be so late at night, but there are certain conditions to be met."

"Conditions for what?" Ruby asked.

"You'll see." The headmistress said cryptically.

Salem led Ruby down the aisle and to the back of the altar, in between the two statues. To her surprise, there was a staircase that led deep underneath the church. Salem calmly led Ruby down the stairs, deep enough that it was almost pitch black and hard to see. They made it to the bottom of the stairs, where they entered a long hallway lined with torches. As they walked down the hall, Ruby began to feel more and more uneasy.

"Um, headmistress?" Ruby whispered, as if speaking any louder was blasphemous. "W-What is this place?"

"My personal abode. A place that you and your friends will be spending a lot of time together in the future." Salem said. "Oh, and before I forget…"

Salem turned around and pressed a finger to Ruby's forehead and channeled a small bit of power into the girl's head. Ruby's vision swam and everything went dark for just a moment as she blacked out.

When Ruby came to, the first thing she noticed was a sweet smell filling her senses. It smelled heavenly and quickly roused her back to consciousness. This was when she noticed that she was lying on the ground in the middle of a large chamber. Light was given off by the numerous candles in the chamber, but their flames were oddly colored, a dark red as opposed to the normal orange red.

"Where am I?" Ruby asked, feeling a bit woozy and faint. The smell in the air made it hard to concentrate and she felt a soft heat growing in her body. A heat that got worse with each passing minute.

Behind her, Salem stood just outside the summoning circle, the front of her black robe parted to completely expose her body from her deep cleavage all the way down to her pelvis. Smirking at the effect her aphrodisiac incense was having on the girl, Salem prepared to offer up the first sacrifice to her goddess. Raising her arms, she called upon the dark powers that saturated the chamber and began chanting a spell.

The magic circle that Ruby was sitting in began to glow a deep red, channeling power from the very earth itself. Ruby cried out in fright, but was unable to move as the circle's power increased in intensity. Salem's chanting grew louder and louder as the circle's power grew, until her chanting reached its climax and the circle flashed with a blinding light before red mist filled the chamber.

Ruby couldn't see anything, and she couldn't hear Salem either. The red mist was thick and she had no idea where anything was with the candles completely blown out. She was about to call for help when she heard a loud growl that made her completely freeze up.

"H-Hello?" Ruby squeaked, frozen in fear. A large shape rose from the mist in front of her, and Ruby felt her heart grow cold as she got a good look at what was coming towards her.

It was a wolf-like creature with pitch black skin and exposed bones connected to muscles running down the length of its body. The creature's body was heavily muscled and powerful, and a pair of burning red eyes shined brightly through the bright white skull that formed the upper part of its head. Ruby had never seen something like this in person, but she knew exactly what it was—Grimm.

Ruby heard stories of the Grimm. Creatures of darkness that preyed on mankind for centuries before their numbers started decreasing in the recent century. They were the stuff of nightmares, even on the decline, and were still a problem for those living in the countryside. This was one of the more common Grimm, a Beowulf.

The Beowulf growled lowly as it sniffed the air around it, hunching forward on its forelegs as it studied its surroundings. The beast was still a bit disoriented from its sudden summoning from its home dimension, but it quickly took notice of the slender girl still sitting not too far from it…and the heightened state of arousal she was in.

Licking its sharp teeth, the Beowulf stalked over to Ruby, who screamed and tried to scramble back, only to be frozen in place by something…or someone. Salem's quick spell kept Ruby from running and left her vulnerable to the Beowulf sniffing about her, running its bony snout along her back and shoulders, trailing over to her chest before pressing harder against her perky tits. The girl's nipples were poking through her bra and were damn near visible through her blouse, and feeling the monster's nose run over her breasts made Ruby shiver in fear and arousal.

Her shivering increased when the Beowulf ran its snout down her belly and between her legs, shoving its head under her skirt to press against her mound. Ruby gasped and moaned, fingers clenching as the Beowulf's jaws snapped at her panties and tore it right off her. Before she could protest, Ruby shrieked as that long, wet tongue licked over her slit from bottom to top.

'Oh gods…that feels good!' Ruby thought, the mist's effects taking its toll on her mental state. The spell on her wore off long ago but she remained in place, forcing her legs wider to allow the Beowulf to lick her cunt in rough but smooth motions. Her hips rolled against its tongue, pressing forward to get more of that tongue inside her. The Beowulf's tongue slipped past her labia, licking over the hot flesh beneath with the same broad, pressing stroke, pressing down on her clit and making her squeal and buck anew. Again and again that hot, rough tongue teased and pleased her tender flesh. Her breathing was rough and ragged but she was smiling, even as she moaned and whimpered.

Salem stood off to the side smiling as the girl slowly gave in to the sinful feelings she was experiencing. Ruby Rose, an innocent girl with an inventor's spirit, was enjoying getting eaten out by a Grimm and was begging for more. It was a lovely sight for sure, but the main event had yet to begin.

The girl's back arched as the Beowulf licked harder and faster, her hips shaking to match the beast, head rolling. Ruby's moans grew louder and louder until her cunt seemed to burst with pleasure. She shook and her back arched, lifting off the floor, fingers scrabbling for something to grab on to as she came hard, her juices gushing as the monster pleasing her licked them up.

The Beowulf backed off, but only so that it could use its massive clawed hands to flip Ruby onto her hands and knees, before gripping rising to its feet and getting into position.

She felt it stepped up behind her, looming over her offered body and then felt those dangerous and powerful claws grip her hips. Ruby whimpered as she suddenly felt something hot and slick pressing and rubbing against her slit. She nibbled her lower lip, letting out soft, breathy whines as she felt the Grimm rubbing its virile length over her wet lips, lubricating itself further. It pulled away and she gasped as she felt that pointy head probing at her labia and then finding her entrance. It held there for a moment and then pushed into her; stretching her pussy wide and making her eyes screw shut, her mouth hanging pen.

"AhnnNN!" Ruby shook in place as she felt its demonic cock forcing itself into her tight channel and opening around it. It filled her like she'd never felt before and it was even bigger than Professor Talbot's cock! The Beowulf pulled its hips back, sawing its length out of her, and she let out a long, low groan as it did so, drawing out until the head alone remained inside her. Then it grabbed her hips in both claws and slammed itself in to the hilt. The Grimm started to hump her furiously, its pillar shaking inside her, pounding into her insides with each heavy, hardy crash of its hips.

"Ahh! Yes, gods, plow me, hammer me, fuck!" Ruby shook under the beast, rocked on her hands and knees with each fast, furious thrust, her pert breasts shaking under her violently along with her body. This new sexual experience, which was on a completely different level than even her first time, was too much for the girl and she orgasmed out of nowhere. She shrieked, her body suddenly tensing and quivering. She let out a howl, the Beowulf's own joining it a moment later as she came, her toes curling in her boots and her fingers digging into the hard floor as pleasure blasted through her.

The grimm didn't pause or falter one bit, it just kept pounding into her over and over and over again. Relentless and rough, ravaging her pussy in the best way. As she came down, she felt something…something strange. The Beowulf was swelling inside her, but only part of its cock. That bulge near its base, it was getting bigger!

'W-What's going on?' Ruby thought and she gasped as the Beowulf pulled back again, and she jerked back with it, blinking in shock. That bulge! It had grown and it was acting like a plug inside her! It couldn't pull out!

The grimm's knot tied in her, the Beowulf howled again and continued to pound her cunt, drilling into her, the slap of its hips striking hers a staccato rhythm accompanied by their mingling gasps, moans, and cries. Her shock at being knotted died as another wave of hot smothering pleasure burst over her, making her shriek as she came again. The monster fucked her hard and fast, grunting and growling, its tongue licking over the back of her neck and hair, drenching her skin. Gods, she felt so dirty, so used, and it felt so fucking great! Another orgasm hit her and she quivered under the creature from the force of it, her sex gushing as best it could knotted, trickles of juice spurting from her cunt.

It fucked her long and hard, making her cum again and again, until she had lost track of her orgasms and all track of time. Her body was slick with sweat and her thighs with her juices. Her eyes were glazed and vacant, her tongue almost lolling out of her mouth as she panted out her pleasure, primitive grunts and ragged breaths were almost all she was capable of. Then suddenly its thrusts stopped as it drilled into her as deep as it could. The Beowulf threw its head back and it let out an ear-splitting howl that jarred her back to her senses. Ruby felt something hot pouring out of its cock and into her, a river of noticeably hot, creamy, feral jizz emptying into her womb.

Ruby gave another senseless moan as monster cum continued to pump into her. Gods, the beast came and came and came! She started feeling her belly swelling, as if she'd eaten too much. The Grimm lifted itself off of her, its claws grabbing her thighs and it stood up, lifting her back against it to hold her still tied to it upright and she looked down, staring in shock as her stomach was visibly bulging from the amount of seed filling her.

She shuddered, the pressure, the heat, the fullness, all of it making her cum again, one last time! Ruby trembled like a leaf in a windstorm, her eyes rolling back, this last blast of sensation too much. It sent her hurtling into unconsciousness as the beowulf's spunk continued to flood her.

XXXXXX

Salem licked her lips in pleasure and satisfaction as the Beowulf lifted Ruby off the ground and pointed the fuck drunk girl in her direction as it continued to breed her, presenting her tainted body as if she were some offering to the sorceress. Her nipples were visibly poking through her thin black robe and she smiled at the confirmation that the trial run was going well.

Already she could feel her magic flow throughout the school, infecting every teacher and student living on the grounds. She had been well aware of Ruby's sexual relationship with Professor Talbot. It wasn't out of place, at least not yet, as there were already cases of teachers and students mingling together all over campus. These "secret" meetings between girls and men who would otherwise never would even think about doing what they were doing if not under magical coercion would grow and saturate the school with sexual energy that would only propagate the cycle, making the magic grow stronger.

This will enable the summoning of more powerful and virile Grimm to use on the girls. They will breed with the students, who will birth newer, stronger species of Grimm that will move out into the world to fulfill their goddess's will. All while Salem rules her little kingdom of sin right here in Beacon.

It was the start of a glorious new chapter in her life.

* * *

**It takes a while to get these chapters done, but I do have fun writing out the many corruptions of the unsuspecting girls. What's funny is that I've been ****thinking of writing a RWBY rewrite of the series in a similar vein to my Transformers and Sofia stories but I'm struggling not to act on it. I have enough on my ****plate as it is. Anyway, Glynda and Weiss will have the spotlight next chapter, and stay tuned for an update on the Golden Spider. Don't expect any speedy ****updates for this story. Things might come a bit slow, but they will come regardless. Thanks for reading and please leave a review. **


	3. Descent

Chapter 3-Descent

Weiss Schnee was an overachiever. She strived to be the best at everything from music, to singing to dancing, and so on. She was the star of the fencing club at both her old prep school in Atlas and in Beacon too, and she knew her way around ancient glyphs and runes like they were the back of her hand in history class. Weiss Schnee was one of the most popular girls in school, known for her future of inheriting the Schnee Dust Company and becoming a high profile figure in Atlas.

Part of her strive to be the best stemmed from her father and sister constantly hammering the need to be better than her peers. She was a Schnee, she had a reputation to uphold, and she understood that. But another part of her reasoning was so that she could make a name for herself as well. The SDC wasn't doing very well at the moment, with controversy after controversy about her father's actions behind the scenes coming to light. Jacques Schnee loathed the faunus and he barely hid that fact, but basically enslaving political opponents and civil rights leaders to work in his mines was a step too far for anyone.

His constant blunders and lack of hindsight was bringing the company down, and Weiss, who grew up on stories of how her grandfather Nicholas founded the company to better help people, wasn't going to let the world see her family like this. It was why she applied for Beacon, to get away from Atlas and it's…bullshit and start on her own path without having her family's stigma hanging over her.

Her first week in Beacon was rather eventful. She became roommates with Ruby Rose, a fifteen year old girl who knew a bit too much about weapons and acted like a hyperactive little girl with an obsession for cookies, and was absolutely annoying to deal with. But a Schnee never let things like that get to her, and she strived to at least tolerate the red headed marshmallow.

The rest of her friends were equally perplexing; Ruby's older sister Yang was a buxom blonde boxer who probably made a living sleeping with half the male faculty and was shameless on a completely different level, and Blake, the cat faunus who was mostly bearable were it not for the fact that she had her fair share of random "kitty moments". It was an odd little circle she found herself in, but Weiss couldn't deny that she had a good enough time hanging out with them. Certainly better than the "friends" she had back in Atlas.

Life at Beacon was far from the perfect school life she imagined, but it was idyllic. The teachers were smart and nice, if a bit eccentric, and being in the same classes as Pyrrha Nikos was a major plus too. However as the weeks rolled on by, Weiss began noticing a few things. The first and major thing she took note of was that everyone seemed to be rather horny.

Even though sexual relations between teachers and students were strictly forbidden, Weiss heard a lot of stories about girls getting together with the male faculty. It was all a closely guarded secret though, but Weiss knew enough to get sick of hearing about it. This included her friends too. From Yang being a total slut and Ruby basically being a cute little cocksleeve for male teachers to Blake having fun with bull faunus and Coco running some schoolgirl prostitution ring, sex was becoming a facet of life at Beacon.

She had no idea how Headmistress Salem didn't know about this, or Professor Goodwitch for that matter. The girls and teachers were doing their best to keep everything under wraps, but she doubted they could keep everything secret for long. At least in Atlas such behavior would have been found out and those involved swiftly punished.

But this wasn't Atlas. This was Vale, and Beacon itself was its own little community separate from the rest of the city. The general thought among the students was that if you weren't caught, you could get away with it, and boy did these girls get away with it. As the month went on, Weiss slowly found herself looking more and more into these lewd activities going on around her, and eventually her curiosities got her into where she was now.

"Ngh…shit, girl, you're really good at this." Grunted the middle aged salaryman, squirming in lace as he looked at the mass of white hair nestled between his legs. "Vernal wasn't kidding when she said you were a pro at this."

"T-Thank you." Weiss muttered with a blush, not exactly used to being complimented for giving head yet. She gave another tiny kiss to the underside of the shaft, and wiggled her tongue at the base of the head to keep her client properly teased. It was degrading and sick, and she loved it.

She was sitting on her knees servicing a client in one of the many rooms at the back of a sex shop that was run by a punk girl named Vernal, who made a killing in selling teenage prostitution to horny guys with enough lien to spare. Weiss heard about her from Coco, who was most definitely in on her little scheme, and Weiss's sexual curiosity got led her to an uncomfortable (to her) interaction with Vernal that landed her a part-time gig at the sex shop. This was her third week of having this job and she began developing a reputation for her regulars there.

Weiss let the weight of his cock settle on her tongue, and she pulled her head down until her lips pressed into her client's lap, that throbbing member pressing down her throat and holding it for a few seconds. When she pulled her head back up again, she took a moment to catch her breath before using her smooth, soft fingers to wrap around his spit-covered length. The man groaned at the sight, and Weiss gave a little smirk before she went back to work, licking up and down his shaft and continuing to stroke him.

The level of depravity she was getting involved in was absolutely unreal, and Weiss loved it. The more she did, the deeper she fell into it, and things as lewd as sucking a stranger's cock became almost normal for her. It was as if living at Beacon had weathered away at her inhibitions, made her soft and moldable, undoing all the strict training she went through living in Atlas. The feeling of swallowing down a load made her wet, and having a wad of cum pumped into her pussy made her belly feel warm and funny.

"Gods, you feel wonderful. You Beacon girls are better than those expensive whores from Vacuo." He grunted, his hands moving to thread into Weiss silky white hair.

Weiss just kept sucking down his cock as she allowed her hands to move to under her skirt to get at her panties, working them down her body inch by inch. As she wiggled free and let her pussy be exposed, one hand slid underneath, spreading two fingers across the lips and teasing the moistening entrance. She hoped he was going for the full service, but she didn't think she could last any longer!

"Fuck, I can't take it anymore." He client groaned. "Stop it. Get on my lap and ride my cock. I want to pump everything inside you!"

The sheer amount of unadulterated lust he sent at her made Weiss blush as she got up and moved to straddle his lap, letting her knees rest against the cushion of the chair he was sitting in. Weiss lifted her skirt and got into position as her client moved his hands to her waist, moving the tip of his spit covered cock to the entrance of her wet, hungry pussy. With her ponytail tickling the side of her face, Weiss finally started to descend, her eyes sliding shut as the first inch slid inside. One, then two, and then a few more…until finally she was hilted. Weiss gave a shuddering sigh as she let herself rest there on the man's lap, the entire thick cock filling her pussy. It was a feeling she'd never get used to.

Five minutes later and Weiss was already in the midst of fucking herself on the older man's cock. His large hands slapped against her rump and gave the girl a harsh squeeze on both sides, making her blush in response. The firm, wet grip of Weiss's pussy against his cock was enough to make him blow immediately, but he was determined to hold on out of principle, just to make this last!

Weiss, for her part, braced her hands against her client's shoulders and held on tight while she rocked back and forth. Feeling her pussy gliding up and down on his throbbing member spreading a steady heat across her body. She found herself having a stunning climax only a few brief moments in, and her thighs quivered with a sudden shock of release. She knew enough that her own climax was just one of many that would come, and so she kept going. The fun didn't stop until there was a fresh creamy load in her womb.

The pervert with a thing for teenage girls had pressed his sweaty face into her chest, his hot breath making her collarbone grow wet with perspiration and her nipples hardened through her white blouse. Her hands tightened even further against the man's shoulders and she pounded up and down with renewed passion, moans spilling from her throat.

Weiss didn't know how long she was bouncing in his lap, but before she knew it, her client's cock throbbed and began to release a sudden torrent of cum, squirting straight up into the whore's tight, wet pussy as Weiss mounted his lap. The young woman moaned in tremendous glee as he unloaded his cock inside of her, and the precursory blowjob clearly made all the difference in ensuring he gave her plenty. Cum oozed down his shaft, pooling against the leather chair, and there was still much, much more to come.

After a few more minutes, the man was completely tapped out, and Weiss slowly slid off his softening cock. She got up off him to plop herself into another chair, while he stood up and tucked his penis away before fastening his pants.

"That was great, Snowflake. Can't wait to have you again next time." He said with a smile. "Here's a tip for ya. Keep up the good work."

He handed Weiss another 200 lien before strolling out of the room looking well rested and satisfied. Minutes later, Vernal came strutting into the room, a smirk on her moderately painted face.

"Another day's good work done, Schnee. You're getting better at this." Vernal said. "You sure you haven't done this before?"

"S-Shut up." Weiss breathed, finally recovering from her orgasm. "I got to go now. It's almost curfew."

"Just a minute, Weiss." Vernal stopped her with a finger and made Weiss sit back down before kicking her legs apart. "You still have to give me some payment."

Weiss's pale face turned red and she looked away as Vernal got between her legs, her head shooting under her skirt and burying her face into her cum stuffed pussy. The sex shop owner went to town on her, Vernal's lips and fingers working at her pussy, scooping out mouthfuls of cum and greedily slurping them up, pursing her lips tight against her folds and drawing out every bit of flavor.

As her eyes rolled back from yet another powerful orgasm brought about by Vernal's aggressive mauling of her cunt, Weiss wondered how her sister would react if she saw her now. The thought brought a smile to her face.

XXXXXX

Glynda Goodwitch was Beacon's history teacher on top of being the school's disciplinary officer. She took it upon herself to discipline unruly young women who disrupted Beacon's academic lifestyle and threatened to tarnish the school's reputation as being a center for learning and growth. Under her iron fist, no student (or teacher) ever acted out, at least not openly.

Headmistress Salem was a busy woman, even more so after the accident that killed her husband and nearly killed her four daughters. As Salem retreated from the public eye to focus more on her family, Glynda stepped up and made sure that the students didn't use this chance to get crazy. She already heard whispers of the girls taking part in obscenely lewd activities, from sexual favors to teachers to outright prostitution.

Beacon Academy had prided itself on teaching young girls how to be respectable young women who will make their names in society in one way or another. Having rumors that their students were acting like a bunch of horny harlots wouldn't do well for the school's reputation, and Glynda sought to weed out any sign of corruption that might sour their school's image. But to do that, she needed the headmistress's assistance, which was harder than she thought.

"Headmistress, I don't understand why you don't take action. These rumors are starting to grow out of control and it won't be long before people start questioning our ability to teach these girls properly." Glynda said crossly. "You should hear the things being said about our student body. As if rumors of student/teacher relations wasn't enough, I'm hearing that many girls are taking part in prostitution and are working in night clubs of all places! It's deplorable!"

"Glynda, calm down. Rumors like this get started over personal feuds between students or girls dissatisfied with their teachers. It's all too easy for a girl to cry wolf and put the blame onto their male teachers to shift the blame from themselves." Salem said calmly.

Glynda shook her head, but didn't outwardly deny it. Teen drama was bad enough without having to deal with fighting between cliques. "Even so, some of these rumors might have some truth to them. I'm loathe to admit that some of these girls will do anything to make it to the top, even selling themselves. Cinder Fall is a good example of this."

Salem smiled. Cinder was a second year at Beacon, and an ambitious young women who truly lacked any morals when it came to stomping out her opponents. There was a bit of an issue last year when Cinder got caught running a small student/teacher sex ring that she was profiting from, and even then the only reason she was caught was because one of the girls Cinder slighted had ratted her out. The mass overhauling of the staff was atrocious after that, and Cinder was suspended for six months.

"I share your concerns, Glynda, I really do. But spearheading a witch hunt to find the truth will only cause people to start asking questions, and the people you're looking for will stop completely and hide away until they're sure it's safe." Salem said. "Besides, have you ever thought that maybe this is just what everyone needs?"

Glynda looked at her in shock, as if she just revealed she just made a deal with a dark goddess using every student and teacher in Beacon as payment for her services. "W-What?! Ma'am, what are you saying? There's nothing good about our students degrading themselves like this!"

"But think about it; our school faculty and student body work hard all year round to make their dreams come true. Obviously being around such beautiful girls will wither away at even the most steadfast man, and sometimes those pent up frustrations can cause people to do things they wouldn't normally do." Salem explained calmly, a smile spreading across her lips. "Instead of cracking down on these relations between teachers and students, how about we leave them be and allow them to vent their lusts so that it doesn't come out in a negative manner?"

"Headmistress, you can't seriously be considering allowing this to go on. This breaks every moral code in the book, not to mention the scandals that will come from this if the news gets out—"

"I'm not considering it, Glynda, I've already decided it. The girls need an outlet that will allow them to work productively, and our male staff must also seek release one way or another. Vale is so far from here, and there's only so much a person can take before the pressure becomes too much to handle." She said. "And as for the consequences…well, there won't be any consequences so long as no one says anything."

Salem gave her a look and Glynda froze in place as those red eyes settled on her. Glynda was no fool, she noticed how the headmistress had changed when she returned from her rest period after the accident. The woman had an unearthly aura about her, a presence that made everyone stop and listen to her, more so than normal. Salem's outward appearance didn't change at all, but there as something about her that was…enhanced so to speak. A magnetic quality or even attraction that made her more beautiful to the human eye. And her eyes…looking into her eyes, Glynda noticed an almost hypnotic quality about them that made them seem…seem…

"Maybe you should sit down, Glynda. You look a bit pale." Salem suggested.

"I-I'm sorry, I think I will." Glynda said and sat down in the chair.

"The stress must be getting to you. When was the last time you actually had time to rest yourself?" Salem asked.

"I don't know. I think it's been a while." Glynda muttered. Why did her head feel so foggy?

"That won't do. All work and no rest is a sure way to overtax yourself and cause you to pass out from exhaustion. Even someone like you must have some time to themselves." Salem leaned forward on the desk and Glynda's eyes were momentarily drawn to the pale expanse of cleavage that her blouse failed to hide. "How about you take the rest of the afternoon off. Spend some time with your coworkers, relax a little. I'm sure you'll feel better afterwards."

"Yes…yes, I think that will be great." Glynda nodded and smiled. "Thank you, headmistress. Maybe I have been working too hard. I don't know if I could've lived down passing out in front of my students."

"I'm happy to help anyone who needs it, Glynda. There's nothing wrong with allowing yourself to give into your base instincts." Salem said, looking out the window at the vast expanse of school grounds before her. "After all, we are only mortal."

XXXXXX

Professor Phillip Bane was Beacon's sports instructor. He was an incredibly talented individual who won several gold medals in the Vytal Festival and was skilled in multiple fields, from track to volleyball and even gymnastics. The fact that he was part horse faunus didn't detract from his numerous achievements, though his faunus heritage did lead to some complications in his profession as a teacher.

The biggest of these problems was his perverted nature. Being a horse faunus, Philip was subject to certain urges that were hard to contain. At certain parts of the year he would go into heat and being surrounded by highly attractive teenage girls made him incredibly horny. His unwanted attentions would range from lewdly gazing at his students to openly hitting on them and even sneaking a grope here and there. It got to the point where Glynda had to give him a severe tongue lashing to control his urges or he was off the team, followed by a brief but terrifying conversation with Salem that swiftly kept him in line.

However things have changed. With the growing influence of Salem's dark spell across the school, such inhibitions were no longer kept in check. Students and teachers alike were slowly giving into their base desires, and Philip was among the first to completely divulge in this new lewd freedom that he was granted. Something Weiss took advantage of.

The Schnee heiress was on her knees in a secluded part of the school courtyard, hidden from the view of prying eyes, with Philip's cock in her hands. She moved in slowly and carefully, approaching the virile cock like it was a monster and she was a wary human, until her lips pressed along its bulging flank in a soft kiss. It was little more than a graze, really, but it made Philip hum throatily all the same.

Lewdly enough, it spurred Weiss to go in a little harder. She was a sucker for things like praise and compliments, and there was no greater compliment than the sound of pleasure—pleasure that she gave with her mouth and lips, especially to such a well-endowed and virile faunus. Her lips grazed along the turgid meat, sliding up the length of the cock, pressing down to plant her kisses in choice spots where thick veins crossed and making Philip release more of those shiver-inducing sounds.

Weiss felt way out of her element right now, primarily because she was doing it with a faunus. She heard many raunchy stories from the other girls about how much more hung some faunus men were compared to human men. Yang especially liked to tell old "war stories" of her sexual escapades with her various male partners, half of them faunus known for being absolutely insatiable when in heat. She had no idea what to expect from Professor Philip, but she was prepared to see what was in store for her.

Not to mention she got a serious thrill from letting herself be fucked by a faunus, a person her father absolutely despised. Every kiss along this man's cock was one more fuck you to the man who had no right to even be mentioned in the same sentence as the word father. This thrill, coupled with her hormones and desires, pushed her to go faster, running her lips across the beefy length of cockmeat, feeling his veins throb and pulsate beneath them.

It hardened out against her lips, growing to full mast in no time flat. As expected of a horse faunus, his massive shaft was a little over the size of her hand, larger and thicker than Weiss's previous human partners. Her mouth slid up to the tip of the now engorged length and she stared down at the ruddy tip. It was intimidating this close up, but she steeled herself and prepared for the onslaught her actions were going to bring forth.

Weiss pushed herself down on the tip of Philip's cock, taking a good bit into her mouth. She handled it well for someone who never sucked on faunus cock before, though the first five inches filled out her cheeks fully and strained her tongue. She swept her head down, bobbing herself on the stiff pole and letting her tongue work at it, trying her best despite the inherent clumsiness of such an act. It was a stiff blowjob as she struggled to get herself into that right rhythm of movement, her neck moving oddly and not quite bobbing the right way, but she powered on through her sheer will to please.

Weiss Schnee never did anything half-assed.

She got better as she moved, head sliding more efficiently as minutes passed. The cock slid between her plush lips, entering the cavern of her mouth and settling in against her tongue. Drool rolled as many inches delved deep, forcing out her cheeks and filling her mouth with hot, stiff cockmeat. The rubbery head of the proud cock bounced against her tongue and the roof of her mouth, occasionally slipping in deeper to prod at the depths of her throat and causing Weiss to wince just a bit before she reigned it back in.

"Damn." Philip hissed, eyes squeezing shut and lips curling.

Her off-kilter ponytail bobbed around her shoulders as her head rolled and mouth bobbed on the many inches of solid cockmeat, saliva sliding down the shaft as her lips retracted and pulled away. She went down repeatedly, feeling the meat swell between her lips and listening to Philip's increasingly husky grunts, which grew in intensity as Weiss serviced his cock. She made up for lack of skill with her desire to please, and her tongue flexed and curled while her lips pressed close and pulled, constantly seeking to stimulate the throbbing cockmeat.

Weiss wasn't yet experienced enough to understand the tell-tale signs of orgasm, so even when Philip's face tightened and his fingers curled a little too hard into her hair, she didn't really get it. She was more concerned with the lovely thrill and naughtiness she was getting off of as she sucked this man off to the best of her ability. The throbbing and swelling in his cock was more telling, but not quite telling enough; and though Weiss eventually did understand what was happening, she was far too late to avoid from catching the first half of his load within her mouth.

The first jet of salty sperm sloshed against the back of her throat, sliding down into her throat with forceful intensity that made Weiss flinch and gag, while the rest of it quickly began to spurt inside her mouth. It was thick and creamy and hot, more so than Weiss expected, and the suddenness of the load caught her off guard and stunned her into momentary silence. She didn't react fast enough as her mouth filled out with cum, and Weiss did little more than stare up at Philip's face, which had formed a mask of concentration as he relieved himself of his cum. Weiss tried pulling away moments later, when her brain caught up with her and she realized that the deluge of thick baby-batter was forcing her cheeks out to bursting.

"Fuck." Philip groaned, unable to contain himself. His face twitched, his please evident on his face.

Weiss pulled back, extracting half of the hard cock inside her mouth to audible sounds of squelching saliva and churning seed, which bubbled within her lips. She slid off the rapidly spasming length, feeling it twitch between her lips as it was removed from the damp cavern and exposed to empty air. It didn't stop exploding, and thick streams of semen plastered across her face and down her neck, running over the material of her white blouse and surely staining it. While Weiss would have loved to contend with that, she first had to deal with the cum inside her mouth, which pooled and swished thickly between her cheeks.

Weiss swallowed it down with thick gulps, pulling it down into her throat, and only because she was unwilling to spit it out and risk further staining her dress. Mechanical gulps pulled the warm seed into her stomach, but she still wasn't fast enough to avoid it spilling from her lips and adding to the line of white that stained her cheeks and chin. The act of gulping down all that cum momentarily stole her breath away, and she sputtered to remove the rest of the too-thick matting that was in her throat and cheeks; she was, therefore, left just to stare as the throbbing cock finished unloading on her chest, painting over her bare collarbone in white.

"Fuck, that was great." Philip breathed, running a hand through his extremely long but surprisingly well-kept black hair. "Looks like you Schnee actually know how to put your mouths to good use."

Weiss was still struggling to swallow down his cum, but the glare she sent up at him was enough for him to understand.

"Don't be like that, you Atlas girls are so stuck up and snobby that it's no wonder you don't walk around with butt-plugs shaped like sticks shoved up your ass. No worries, I'm going to fix that, starting with you."

Philip pulled Weiss to her feet and them hooked his arms under her legs to lift her up, pressing her against the side of the toolshed and spreading her thighs. Weiss's breath hitched in her throat as she felt him lift up her frilly skirt and rip away her lace panties, leaving her exposed to his still throbbing cock.

Philip's bulbous cockhead slipped against her entrance, brushing up against her clit and making Weiss's body rock in his arms. His hands clamped down into the meat of her plump rear, holding her nice and close as Philip prepared himself for insertion. Weiss tensed her body, readying herself as Philip pushed forward to bury his shaft into her.

That did nothing to prepare her for the cock itself, which began a slow, careful push into her pussy. It made Weiss gasp and wince, body rocking yet again as the first inch of that massive, meaty shaft pushed into her core, the thick head sinking into her plush folds and easily battering them aside. The head stretched out the first inch of her tunnel with ease, pressing against her clinging walls and forcing them aside to make room for the rest of him to follow.

Weiss's fingers gripped at Philip's strong shoulders, scraping at the well-defined muscles as another inch pushed inside her, and then another. She winced at the feel of all that strong, hard cockmeat sinking into her cunt, pushing at a pace that was meant to allow her to accommodate to something of such an obscene size, but even so it still strained her.

Pleasure shot through Weiss, but most of her mental faculties were concentrating on taking the cock that shoved into her inch by throbbing inch, stretching out her fertile tunnel around its obscene girth. Her pussy hugged Philip's shaft so snugly and tightly that there was no spare room to be found, and Philip made do by simply stretching out what he wanted. He pushed in an inch at a time, taking it slow and steady, an upward push into the tightness of Weiss's pussy. Her legs clamped around his hips, letting Weiss hold on securely to the large man. More than half of his cock was inside of her warmth, stretching her out until she felt nice and full.

Philip's hips began to reverse motion, so sudden and abrupt that it surprised Weiss. Her cunt trembled as the pipe of cockmeat was extracted from her cunt at a quicker pace than it had entered sliding back through the wet seal of her lower lips, exposing many glistening inches to the cool spring air. Philip wasn't out for long, as he pushed back into her, repeating that wonderful feeling of being filled again. It was so surreal having a faunus cock this big stretch her out, pushing everything out to make room for the veiny mass to follow.

Philip's pace got faster and harder as time went on and he began to hit his stride, working himself in and out of Weiss's cunt with a sort of eager abandon that left the Schnee heiress groaning. She tried to remain dignified on some level, but it was hard when a foot long cock was jamming deep into her plush folds like it was a squeaky toy for her.

This was such a change for her. Despite working at a sex shop as a part-time whore, being nailed against the side of a tool shed behind the school in full view where anyone can see them made Weiss feel more like a whore than ever. Her cunt tingled with bliss as the meaty bitchbreaker shoved in almost to the hilt, just shy of bottoming out and slamming into her womb. She could feel the power and virility in every trust and motion, the rock of his hips and the increasing tempo of his thrusting cock. Philip's body came crashing down against hers in his reckless attempt to shove as much of his cock inside as possible, and his large body pressed Weiss's smaller form into the wall as he did so.

Philip grunted with each motion, murmuring lewd praises like "You're so tight," and "You feel so good," and more lusty words of desire. His dirty words seem to get him even more in the mood, his dick getting larger and larger, swelling out and stretching her out even further. His cock seemed to grow hotter, warming her inner folds and making her juices heat up as if on a burner. Philip's thrusts got deeper and more pronounced, and she could feel him grunting and panting, even though her gasps and moans.

'He's close,' Weiss struggled to think, her own face tight and her teeth digging into her lower lip. 'F-Fuck, it's so hot…so warm…'

She groaned as Philip slammed into her again and again, making her body rock and roll in the cage of his powerful arms, her slender body struggling to cope with it all. His body heat was rising by the second, his cock burning like a torch, sizzling her insides and making her walls flutter violently. The bulbous tip leaked precum, and when it slammed into her spasming cervix, it felt white hot. It made her legs clamp down hard on his hips, making sure he was pressed as deep into her as possible. Which wasn't ideal if she wanted to avoid getting creampied by the hung horse faunus, but it wasn't like Philip was planning to pull out once he reached his orgasm.

Which hit him sooner than Weiss expected. He slammed himself inside a few final, desperate times, his fat ballsack swinging and slamming his sperm producing balls against her juice soaked slit. Then he was exploding like a volcano, cumming even as he was thrusting, his throaty growls coming out unabated. Weiss practically shrieked as the first jet sloshed into her womb, hitting with the same kind of force as a punch, and it kept coming, his fat shaft spasming and swollen balls pulsing, sending more of his rick, white hot seed into Weiss's unprotected pussy.

The white haired girl gasped and groaned as she was filled with pump after pump of cum, her cunt roiling from the sheer heat. It was like a river of pure warmth pouring straight from the tip of the volcanic shaft, rolling with the same slow pace as magma and with that same raw heat. Her womb was impossibly, indelibly full of the steaming baby-batter, the feeling of it so strong that Weiss's eyes were wide open and her voice rose up in a lilting cry that shifted in pitch and intensity with each pump of fluid that filled her body.

Philip's intense expression faded into one of hazy bliss as his cock unloaded itself, his balls emptying out a load of potent semen. He held Weiss close as every potent drop was seeded inside her body, the load so thick and voluminous that it sent her walls bulging out to an obscene degree. This was more than any of her previous clients had ever given her, and if Vernal were here, she was sure the girl would have a field day eating so much cum out of her.

Weiss's eyes were glazed over in bliss, her cunt trembling violently as her stomach inflated outward under the weight of all that cum, her body filled and jammed with seed. It never occurred to her that Philip's cum would be incredibly fertile and could possibly impregnate her given its immense volume, but she didn't have the coherency to care. She was just overloaded with pleasure, uncomprehending of how risky the situation truly was and just lavishing in the ecstasy of it all.

"Hah, that's it." Philip sighed, his hips bucking idly and letting a few final drops free from his cockhead. "That's it."

Cum flowed from Weiss's silken tunnel, dripping out of her lower lips and flowing to the ground in a waterfall of thick, white strands of jizz. Despite this, most of his load was inside of her pussy, clinging to her walls with vicious intensity. It filled her to the very limit, that was for certain, but it just barely fit, and even then there were still ropes sloshing to the ground wetly.

"…You came so much." Weiss whimpered, her breath misting out before her.

"And you're gonna get more than that before the day's over." Philip grinned down at her. "It's not every day that I get the chance to pound some Schnee pussy, and I'm sure there are other guys like me that want the chance too. Good thing I know a couple of people who can do just that!"

Weiss came from the thought of more hung faunus like him using her and her cunt tightened around his cock, making it hard again. There was no way she was coming back from this with all of her sanity intact.

XXXXXX

Patrick Pan was the English literature teacher at Beacon Academy, and was a relatively unassuming face around the school. He was just your average desk jockey working behind the scenes doing administrative work, the kinds of jobs that get overlooked in lieu of the more popular and higher paying professions in the business.

Whereas most of the teachers at Beacon joined the staff because they wanted to truly help the students achieve their goals and succeed in life, Patrick shamelessly admitted to himself that he only started working at Beacon because to the girls. Specifically getting to fuck them.

Being a single old man who had a thing for younger girls and whose only sexual experiences were compensated dating sessions with schoolgirl prostitutes, Beacon was basically heaven for a guy like him. Of course he didn't dare approach any of the girls in fear of suffering Salem and Glynda's wrath, but that didn't mean he couldn't discreetly look. He heard rumors of students like Yang Xiao Long and Coco Adel putting out for some of the male teachers, but he didn't want to risk his reputation checking to see if that was true.

But things began to change. For some reason, ever since the new school year began, rumors of teachers and students copulating began spreading like wildfire, and he even began hearing some of his coworkers start chatting and bragging about how they spent some time with the girls. Time as in nights of hardcore sex with the hottest teenage girls around.

Patrick would've gotten in on that action but he had been interrupted by that frigid bitch Glynda Goodwitch, who dragged him to her office for a "private talk", which in his mind was basically Glynda-speak for I'm going to crush your balls under my heel. So he resigned himself to being once again reprimanded by the cold hearted beauty who was just too hot to be mad at for long.

Which was why he was still so very confused that he was fondling the woman's legendary breasts inside her office while she moaned and squirmed against his growing bulge.

'Oh gods, I'm really doing this.' Patrick thought with a mixture of glee and nervousness. With lidded eyes, Glynda let out a low whine as she felt Patrick's fingers sink into her covered mammaries. His penis throbbed within the confines of his boxers, a noticeable bulge rising inside his pants.

With his hands still on Glynda's tits, he gripped the woman's neckline and pulled. With a loud rip and a surprised gasp, the white material was torn, revealing the blonde woman's bra-clad breasts. Her undergarment was a deep shade of violet, with frilly rose patterns for design. The dark color contrasted nicely with her peach skin. Nice choice of clothing. Too bad he had to tear it off her.

Now the woman's tits were free. Just as he imagined, they were absolutely perfect, full and perky with no hint of sag or deterioration. He fondled her breasts in a variety of motions, eliciting several moans from Glynda. He circled his fingers around her pink nipples, and this caused her body to heat up, a reaction to having her more sensitive body parts being touched.

"I'm living the dream." Patrick muttered lustfully, pinking and groping the woman's luscious chest. "This is the best day of my life!"

His hands left her breasts to travel downwards, rubbing the older woman's mature rump. Hiking Glynda's tight pencil skirt up, he revealed her panties, a lace g-string that definitely wasn't something he expected her to wear. He ran his hands over her plump asscheeks and slapped them a couple of times, making her wince and moan.

A strong heat surged through his body, growing hotter and hotter the more he molested Glynda. It wasn't a feverish feeling, no, it made him feel energized. His cock ached, now fully erect and close to bursting out of his pants. Knowing that he couldn't handle the foreplay any longer, he shed his clothes off, stepping out of his pants and dropping his boxers, exposing his rock hard erection.

"I can't wait anymore! I'm gonna fuck a baby into your cunt, Goodbitch!" Patrick growled.

"W-What?!" The busty professor exclaimed before she howled. Glynda's mind went blank as she felt her narrow cunt get impaled by the younger man's cock. The large phallus stuffed her pussy, filling it out so much that the woman was sure that her vagina had been permanently stretched and resized.

Salem's black magic filled their hearts and minds as the two began to fuck like animals. Glynda started shouting an array of profanities and other curse words mixed together with her moans resulting from her coworker's deep poundings. Patrick was indeed hammering her cervix, shoving nine inches of pure man meat in and out of her pussy, thundering down upon her womb. Gods it felt so good. It was too long since she had a nice, big cock inside her. She missed the feeling of being split open like this.

"Ha…ha…" Throaty groans escaped Glynda's mouth. With each pump, the teacher was pumping his entire schlong into her pussy, stretching it out. How was this man so big? As her lover moved faster, Glynda felt her plump ass smack against his hips. The rhythmic clapping of her asscheeks resounded throughout the room, loud thwaps which were audibly obscene to anyone who heard them mixing together with their moans and grunts. Her large breasts swung in sync with their coupling.

'I'm living the dream!' Patrick thought victoriously as his hands continued to fondle her tits from behind, groping and massaging them like udders on a cow. Said hands moved down, caressing her taut stomach and thick thighs. Sweat and juices spilled down her legs, soaking her inner thighs as her stretched pussy lips continued to leak profusely. The woman received her partner's pounding from behind, letting out howls and screeches of pleasure as she felt the man's cockhead pummel her womb. Her mind provided no resistance to the strong influence of the sexual energy running through her soul, and she was already hungry for Patrick's thick cum.

Several minutes passed, and Glynda had seven orgasms already, and was now on her eighth orgasm. "Oh fuck!" She gasped. Her pussy spasmed out more of her love juices, trickling down her meaty thighs. Waves of mini-orgasms hit her nerves periodically, making her vagina squirt trickles of sweet juices while it was being pounded.

"I'm getting damn close," He breathed. "Get ready, bitch. I'm gonna bust a nut so large your cunt's gonna be filled for hours after this!"

Groaning a bit, Patrick felt his member expand even more, his large, semen-making balls ready to churn out a thick dose of cream. Glynda yelped as his beefy cock increased its temp, tapping against her deepest folds with heightened ferocity. His heavy balls were clapping against her thighs, while the man himself was using her wide hips to reign her in and slam her onto his hard cock. Glynda's eyes slid shut and she moaned and begged for him to cum inside, to claim her as his own so that no other man can do the same.

Patrick grunted as he pushed himself deep inside her, plugging up her pussy completely. It was there and then that he rode out his release, which Glynda accepted with unparalleled bliss and euphoria. His cock emptied out its payload straight into her womb, and he kept cumming and cumming, shooting wad after wad and effectively flooding her birth canal.

The beautiful woman shivered as she felt her tight cunt receive a stock of cum which surpassed anything she felt before in her rather short sex life. His load was massive, warm, and thick; it left a sloshing feeling deep inside her that made her peak one last time, earning her a mind-blowing orgasm which seemed to put all the others to shame. Her eyes rolled upwards dreamily, a wide, slutty grin spreading across her face. Coating in sweat, her heaving chest glistened with perspiration and looked even more erotic than usual.

Patrick held her close as he seeded her insides with everything he had, his mind awash with pure pleasure that made everything else fade away save for the feeling of his cock repeatedly pumping his partner full of cum. He just came inside Glynda Goodwitch, the esteemed disciplinarian and accomplished professor of Beacon Academy. Not only that, he made her lose her fucking mind in the process! The gods must truly be smiling on him today!

Little did he know that this act of fortune was due to the power of one goddess, and caused by dark magic that corrupted him, Glynda and everyone else in the school.

XXXXXX

"Oh shit, this feels so good!" Weiss raked her nails across the broad muscled back of the bull faunus that was pressing her smaller body into the bed. The black bull slammed his hips into Weiss's pelvis, banging his foot long cock into the heiress's cervix in the missionary position.

"Yeah, get fucked." The white haired girl's partner grunted. "Philip wasn't kidding when he said you got a tight pussy. You're tight as fuck."

It was less than an hour in and the girl was already having her third, insanely good orgasm from the bull faunus's pounding. Her light blue eyes were dazed and unfocused, her legs flailing in the air in the shape of a V. The rich girl moaned every time her partner's burly poke pounding against her cervix, making her squirt out her juices like natural lubrication. Her pussy gripped the bull's massive cock, her vaginal innards contracting in pleasure, making her hole fit his cock like a glove.

Ever since he fucked her out in the courtyard, Philip made sure to monopolize Weiss's pussy for himself whenever he got the chance. But he was a nice guy, and so he let his buddies in on the fun as well. As luck would have it, Philip was friends with a bodybuilding boar faunus and a burly black bull faunus, both whom sported large cocks and plenty of spunk in reserve.

Not that Weiss was in the right mind to care at the moment. She was busy trying her hardest to stay sane, but being fucked repeatedly by massive faunus dicks wore away at her refined demeanor. First Philip and now this large bull. The thought of being fucked by the "dirty" faunus that her father loathed so much only made it all feel more wonderful. Knowing that his daughter and heiress, the girl who treated as a tool to get further up in the world, was nothing more than a broodmare to these animals.

'I'm disappointing daddy.' Weiss squealed in her mind over and over. Just the image of her father's indignant face at his faunus-bred daughter was enough to send her womb into joyous throbbing.

Weiss tightened her pale legs around her bull's dark physique. She wanted his fat member to go deeper and deeper inside her, his meaty dark rod scraping against her womb. She placed her hands on the man's hard pecs as the faunus supported his torso with his strong arms. He was incredibly muscular, Weiss noted, his physique exhibiting raw power as he pushed her into the mattress.

"Harder, harder, harder…" She chanted breathlessly. Weiss Schnee had been completely fucked silly, eagerly waiting wantonly for her canal to be filled with hot faunus seed. The black man's cock was already throbbing and all she had on her mind was that thick black dick going balls deep inside her hole and shooting her up with sperm.

Which he did seconds later. The man thrust balls deep inside her cunt, the power of the thrust making Weiss's eyes rolled back into her skull, and his cock throbbing before shooting out a huge, thick deluge of jizz directly into her baby chamber. Weiss's eyes stared sightlessly up at the ceiling as she gasped and moaned, her body freezing up on the bed. Cum pumped deep into her womb and overflowed from her pussy, and she felt every convulsion his shaft made as it continued to seed her over and over without pause. Her arms and legs instinctively tightened around him, not letting him go until he was done cumming into her.

It goes without saying that Weiss was completely broken that day, never again to fuck a human man. All she craved was faunus cock, and thanks to Beacon's progressive attitude towards faunus, she'd be having no shortage of beast-man dick to satisfy her for the next three years of her stay at Beacon.

* * *

**It took a long time to get this done, but it was worth it in the end. Next chapter we'll be having Yang, who's acclimated more to Beacon's lustful thrall than ****most of the other girls in the school as we get a glimpse of her part-time "job" and the little sex ring she's running with Coco. Be sure to check out the ****official Hentai World website on WordPress, where I post all of my lemon stories. Thanks for reading, please leave a review, and have a nice summer!**


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